Recently, a company settled an SEC enforcement proceeding because a public relations firm managing the CEO’s social media accounts went rogue when it disseminated material nonpublic information. Here are a few random thoughts:
What Do the Vanguard Pass-Through Voting Pilot Results Mean?
A lot of people are talking about the results recently posted by Vanguard from the first year of its pass-through voting pilot program. Many understandably want to read the tea leaves as indicating that “investor choice” voting on a widespread scale could alter the dynamics of the proxy season. Did the results surprise me? Overall, I don’t think so. I’m not convinced that they look …
Does the ‘Quiet Disbanding’ of SEC Enforcement’s ESG Task Force Mean Anything?
As Cooley’s Cydney Posner covers in her great PubCo blog, Bloomberg Law reported that the SEC’s Enforcement Division “quietly disbanded” its “Climate and ESG Task Force.” The task force had 22 members and lasted about three years. Does this mean anything? Nope, not really. As Cydney notes, the SEC issued a statement that the “strategy has been effective, and the expertise developed by the task …
Cybersecurity Form 8-Ks: Corp Fin’s Interesting Comment Letter Process
We’ve known for some time that Corp Fin is reviewing Form 8-Ks filed after a company experiences a cybersecurity incident – including whether those 8-Ks should be filed under Item 1.05 or Item 8.01. These reviews have happened side-by-side with three tranches of guidance from the staff regarding cybersecurity incident 8-Ks, including: Now, the Corp Fin staff has uploaded an interesting publicly available comment letter …
Delaware’s Latest on Bylaws: 5 Lessons Learned
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision. Here are five lessons learned from Brad (with a hat tip to Morris Nichols’ Kyle Pinder):
SEC Approves PCAOB’s ‘Quality Control Standard’ for Audit Firms
Last week, the SEC approved the PCAOB’s new quality control standard – QC 1000 – that establishes a risk-based quality control framework for independent auditors to follow. Here are four bullets about this new PCAOB standard – and the “bottom line” about what you need to do now: Bottom Line: Your audit committee should be made aware of this new standard and that committee might …
Ten Shareholder Proposal Trends Gleaned From the Latest Proxy Season
Here are 10 bullets you can tell your senior management team and board based on lessons learned about shareholder proposals from this proxy season (hat tip to Proxy Analytics’ Steve Pantina for his help with these):
SEC (Still) Conducting Whistleblower Impediment Sweeps
Yesterday, the SEC announced it had charged seven companies with violating ’34 Act Rule 21F-17(a) by using employment and separation agreements to impede potential whistleblowers from reporting misconduct to the SEC. Here are four bullets about this sweep – and the “bottom line” about what you need to do now: Bottom Line: If you haven’t battle-tested your employment and separation agreements against the SEC’s line …